UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 000-15888
(Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-QSB [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: June 30, 2005
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates: _____________________________________________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant: IGENE BIOTECHNOLOGY, INC.
Former Name if Applicable: NA
Address of Principal Executive Office: 9110 RED BRANCH ROAD
City, State and Zip Code: COLUMBIA, MARYLAND 21045-2024
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed.
(Check box if appropriate.)
(a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form
11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the
[ ] fifteenth calendar day following the prescribed
due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Forms
10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
Additional time will be needed for the Registrant to
complete the preparation of its Quarterly Report on Form 10-
QSB (the "Form 10-QSB") for the quarter ended June 30, 2005.
As previously reported in its Current Report on Form 8-K,
filed with the Securities and Exchange Commission (the
"SEC") on May 16, 2005, the Registrant received a letter on
May 12, 2005 from Berenson LLP ("Berenson"), its independent
registered public accounting firm, notifying the Registrant
that its Financial Statements (as defined below) should no
longer be relied upon because of errors in those Financial
Statements. Such financial statements include the
Registrant's consolidated financial statements contained in
the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2003 and consolidated interim financial
statements contained in the Registrant's Quarterly Reports
on Form 10-QSB for the quarterly periods ended March 31,
2003 and 2004, June 30, 2003 and 2004, and September 30,
2003 and 2004 (collectively, referred to herein as the
"Financial Statements").
The errors in the Financial Statements referenced above
relate to the accounting treatment of the Registrant's 50%
participation in a joint venture with Tate & Lyle PLC ("Tate
& Lyle"), which joint venture produces Aquasta(TM) for the
aquaculture industry at Tate & Lyle's Selby, England
facility (the "Joint Venture"). For a more detailed
description of the accounting treatment of the Joint Venture
see below under Part IV.
The Registrant is now in the process of filing the
corrections necessary to restate the Financial Statements
and to appropriately prepare the Form 10-QSB. As a result,
the Registrant is not currently in a position to file the
Form 10-QSB.
Based upon its current schedule, the Registrant
anticipates that it will not be in a position to file its
Form 10-QSB by the 5th calendar day following the prescribed
due date of the Form 10-QSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Edward J. Weisberger (410) 997-2599
___________________________________________________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No
The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2004, which was due to be filed on or
before March 31, 2005, as well as the Registrant's Quarterly
Report on Form 10-QSB, which was due to be filed on or
before May 15, 2005, have not yet been filed.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
As previously reported in the Registrant's Current
Report on Form 8-K filed with the SEC May 16, 2005 and its
Notification of Late Filing filed with the SEC on April 1,
2005, the Registrant's investment in the Joint Venture has
been accounted for under the equity method of accounting as
a one-line caption on its consolidated balance sheets and
consolidated statements of operations contained in the
Financial Statements with the excess of fair value of such
investment in the Joint Venture over historical cost basis
(or book value) of consideration paid for such investment
reflected as an adjustment to additional paid-in capital.
As mentioned above, the Registrant is currently in the
process of restating the Financial Statements. The
corrections necessary to restate the Financial Statements
pertain to the manner in which the Registrant recorded its
investment in the Joint Venture. While the Registrant's
investment in the Joint Venture has been correctly accounted
for under the equity method of accounting as a one-line
caption on its consolidated balance sheets and consolidated
statements of operations, the Registrant and Berenson now
believe that the Registrant's investment in the Joint
Venture should have been recorded at an amount equal to the
book value of the Registrant's consideration contributed at
the creation of the Joint Venture (not as the excess of fair
value of the Registrant's investment in the Joint Venture
over the historical cost basis (or book value)). As a
result, the Registrant's investment in the Joint Venture
should have been recorded with a book value of zero; not the
twelve million dollars ($12,000,000) initially recorded in
the Financial Statements.
As mentioned above, the Registrant is currently in the
process of restating the Financial Statements, which
includes the results of operations for the period ended June
30, 2004. In addition, the Registrant is currently in the
process of preparing its results of operations for the
quarter ended and six month period ending June 30, 2005
based on the revised treatment of the Joint Venture. As a
result, the Registrant cannot provide a reasonable estimate
of the change in its results of operations between the
quarter ended June 30, 2005 and the corresponding period for
fiscal year 2004.
IGENE BIOTECHNOLOGY, INC.
____________________________________________
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 12, 2005 By: /s/ EDWARD J. WEISBERGER
___________________________
EDWARD J. WEISBERGER
Chief Financial Officer